NORTHWEST AIRLINES, INC.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
AIRPORT AGREEMENT
This Second Amendment to Second Amended and Restated Airport
Agreement (this "Amendment") made and entered into this 26th day of June,
1998, by and between the County of ▇▇▇▇▇, a Michigan Charter County, by and
through its Chief Executive Officer, hereinafter referred to as "Lessor", and
Northwest Airlines, Inc., a Minnesota corporation, hereinafter referred to as
"Lessee".
Witnesseth:
WHEREAS, Lessor and Lessee are parties to that certain Second
Amended and Restated Airport Agreement dated as of October 10, 1996 (the
"Second Amended and Restated Airport Agreement"), as amended, which is
scheduled to become effective upon the Date of Beneficial Occupancy of the
Midfield Terminal (as such terms are defined in the Second Amended and
Restated Airport Agreement); and
WHEREAS, Lessor and Lessee deem it necessary and advisable to amend
the Second Amended and Restated Airport Agreement in certain respects;
NOW, THEREFORE, for and in consideration of the premises and of the
mutual covenants and agreements herein contained, Lessor and Lessee agree as
follows:
Section 1. Subparagraph (2) under the definition of "Revenue
Requirement" in Article IIIB.1 of the Second Amended and Restated Airport
Agreement is hereby deleted in its entirety and the following subparagraph
(2) is hereby substituted in lieu thereof:
"(2) one hundred twenty-five percent (125%) of the amount of
principal and interest due (net of any capitalized interest)
for such Fiscal Year on all then outstanding Bonds, less any
unencumbered amounts on deposit in the Revenue Fund on the
last day of the Fiscal Year preceding such Fiscal Year that
are useable to satisfy the rate covenant requirements of any
bond ordinance under which Bonds were issued; provided that
amounts on deposit in the ACE Account that are transferred to
the Revenue Fund in Fiscal Year 1998 pursuant to the
requirements of the Bond Ordinance shall be deemed to have
been on deposit in the Revenue Fund on the last day of Fiscal
Year 1997; plus"
Section 2. Subparagraph (4) under the definition of "Revenue
Requirement" in Article IIIB.1 of the Second Amended and Restated Airport
Agreement is hereby deleted in its entirety and the following subparagraph
(4) is hereby substituted in lieu thereof:
"(4) commencing in Fiscal Year 1999, an amount equal to $5 million
(which amount shall be escalated each Fiscal Year beginning in
Fiscal Year 2002
to reflect percentage increases in the Producer Price Index
during the most recently ended 12-month period for which such
index is published) minus the amount, if any, deposited for
such Fiscal Year into the ACE Account; plus"
Section 3. Subparagraph (4) of Article IIIB.2(a) of the Second
Amended and Restated Airport Agreement is hereby deleted in its entirety and
the following subparagraph (4) is hereby substituted in lieu thereof:
"(4) Deposits shall be made into the Bond Reserve Account, the
Operation and Maintenance Reserve Fund and the Renewal and
Replacement Fund pursuant to the provisions of Ordinance 319
and into any other funds for similar purposes established
pursuant to other ordinances under which Bonds are issued;"
Section 4. The defined terms "Subordinate Bond Reserve Account,"
and "Reserve Fund" are hereby deleted from Article XXVIII of the Second
Amended and Restated Airport Agreement.
Section 5. Exhibit G of the Second Amended and Restated Airport
Agreement is hereby deleted in its entirety and Exhibit G attached to this
Amendment is hereby substituted in lieu thereof and shall be incorporated
in the Second Amended and Restated Airport Agreement as though fully set
forth in the Second Amended and Restated Airport Agreement.
Section 6. Except to the extent amended by this Amendment, the
Second Amended and Restated Airport Agreement remains unamended, and shall
become effective as set forth therein.
Section 7. All references in notices, requests, certificates and
other instruments executed and delivered after the date of effectiveness of
this Amendment may refer to the Second Amended and Restated Airport Agreement
without making specific reference to this Amendment, but such reference
nevertheless shall be deemed to include this Amendment unless the context
shall clearly otherwise require.
Section 8. This Amendment may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
COUNTY OF ▇▇▇▇▇
CHIEF EXECUTIVE OFFICER
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
NORTHWEST AIRLINES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, VP
Its: FACILITIES AND AIRPORT AFFAIRS
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